jniv.ef  ill.  Library 


51 

3/27 


INDENTURE  OF  TRUST 


ARMSTRONG  CORK  COMPANY 
TO 

BANKERS  TRUST  COMPANY, 
TRUSTEE. 


DATED  JANUARY  1,  1921. 


Ten- Year  Seven  Per  Cent.  Gold  Notes. 


$6,000,000. 


GORDON  & SMITH, 
Pittsburgh,  Pa. 


Smith  Bros.  Co.  Inc.,  Legal  Printers,  407-40D  Grant  Street,  Pittsburgh.  Pa. 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/indentureoftrustOOarms 


Jgfas  %n&mtun, 

Dated  the  first  day  of  January,  1921,  between  Arm- 
strong Cork  Company,  a Pennsylvania  corporation, 
(hereinafter  called  the  “Armstrong  Company”),  party 
of  the  first  part,  and  Bankers  Trust  Company,  of  the 
City  of  New  York,  a New  York  corporation,  as 
Trustee  (hereinafter  called  the  “Trustee”),  party  of 
the  second  part. 

Whereas,  The  Armstrong  Company  is  a corporation 
duly  organized  and  existing  under  the  laws  of  the  Com- 
monwealth of  Pennsylvania,  having  been  duly  incor- 
porated as  Armstrong  Brother  and  Company  In- 
corporated, under  an  Act  entitled  “An  Act  to  provide 
for  the  incorporation  and  regulation  of  certain  cor- 
porations,” approved  April  29,  1874,  and  the  various 
supplements  thereto,  pursuant  to  letters  patent,  duly 
issued  and  bearing  date  December  30,  1891,  the  name 
of  said  Company  having  since  been  changed  to  Arm- 
strong Cork  Company,  as  evidenced  by  letters  patent 
duly  issued  to  it  by  the  said  Commonwealth ; and, 

Whereas,  The  Armstrong  Company,  for  the  pur- 
pose  of  providing  funds  for  the  payment  of  indebted- 
ness exceeding  Six  Million  ($6,000,000)  Dollars, 
contracted  in  the  usual  course  of  its  business,  includ- 
ing taxes  currently  payable,  desires  to  issue  and  sell 
Six  Million  ($6,000,000)  Dollars  of  Ten- Year  Seven 
Per  Cent.  Gold  Notes;  and, 


1 


Whereas,  The  amount  of  said  Gold  Notes  to  be 
issued  hereunder  is  in  the  aggregate  Six  Million 
($6,000,000)  Dollars,  all  to  be  dated  January  1,  1921, 
and  to  bear  interest  from  the  date  thereof  at  the  rate 
of  seven  per  cent,  per  annum,  payable  semi-annually, 
on  the  first  day  of  January  and  on  the  first  day  of 
July  in  each  year;  all  of  said  notes  to  mature  on 
January  1,  1931,  and  to  be  of  the  denomination  of 
$1,000  each,  each  note  to  bear  a distinctive  number 
and  to  have  attached  thereto  proper  coupons  for  the 
interest  payable  thereon,  both  principal  and  interest 
being  payable  in  gold  coin  of  the  United  States  of 
America  of  or  equal  to  the  present  standard  of  weight 
and  fineness;  and, 

Whereas,  Said  notes,  the  interest  coupons  to  be 
attached  thereto  and  the  certificate  of  the  Trustee  to 
be  endorsed  thereon,  are  to  be  substantially  in  the  form 
following,  that  is  to  say: 

ARMSTRONG  CORK  COMPANY 


No $1,000.00 

TEN-YEAR  SEVEN  PER  CENT.  GOLD  NOTE. 

On  January  1,  1931,  for  value  received,  Armstrong 
Cork  Company,  a corporation  of  Pennsylvania, 
promises  to  pay  to  bearer,  at  the  office  of  the  Bankers 
Trust  Company,  in  the  Borough  of  Manhattan,  City  of 
New  York,  the  sum  of  one  thousand  dollars  in  gold  coin 
of  the  United  States  of  America,  of  or  equal  to  the 
present  standard  of  weight  and  fineness,  and  to  pay 
interest  thereon  from  January  1,  1921,  at  the  rate  of 


2 


seven  per  centum  per  annum,  payable  in  like  gold  coin 
semi-annually  on  the  first  day  of  January  and  the  first 
day  of  July  in  each  year. 

All  payments  upon  this  note,  both  of  principal  and 
interest,  shall  be  made  without  deduction  of  any  Federal 
income  tax  (not  exceeding  the  present  rate  of  two  per 
centum  per  annum  upon  such  interest)  imposed  by  any 
present  or  future  law  of  the  United  States  of  America, 
which  the  Armstrong  Cork  Company  may  be  required 
to  pay,  deduct  or  retain  from  said  interest  payments, 
and  the  said  payments  of  principal  and  interest  by  the 
Armstrong  Cork  Company  shall  also  be  made  without 
deduction  of  any  tax  imposed  by  the  State  of  Pennsyl- 
vania upon  the  ownership  of  this  note  (not  exceeding 
the  present  rate  of  four  mills  annually  upon  each 
dollar  of  value  thereof)  which  the  Armstrong  Cork 
Company  may  be  required  to  pay,  deduct  or  retain  from 
said  interest  payments,  under  any  present  or  future 
law  of  said  State.  The  interest  on  this  note  shall  be 
payable  only  upon  the  presentation  and  surrender  of 
the  several  coupons  for  such  interest  as  they  respectively 
mature. 

This  note  is  one  of  an  issue  of  six  thousand  notes, 
each  for  one  thousand  dollars,  aggregating  $6,000,000, 
numbered  consecutively  from  1 to  6,000,  both  inclusive, 
all  of  like  date,  and  all  maturing  January  1,  1931;  all 
of  which  notes  have  been  issued  under  and  are  equally 
secured  by  an  Indenture  dated  January  1,  1921,  between 
the  Armstrong  Cork  Company  and  the  Bankers  Trust 
Company,  Trustee,  to  which  Indenture  reference  is 
hereby  made  for  a statement  of  the  rights  of  the  holders 
of  said  notes. 


3 


As  provided  in  said  Indenture  this  note  may  be 
made  due  and  payable  immediately  in  case  default  be 
made  in  the  payment  of  any  installment  of  interest  on 
any  of  said  notes,  or  in  the  performance  by  Armstrong 
Cork  Company  of  its  covenants  contained  in  said 
Indenture. 

This  note  is  subject  to  redemption,  as  provided  in 
said  Indenture,  at  any  semi-annual  interest-paying  date 
by  payment  of  the  unpaid  accrued  interest  and  the 
principal  of  the  note,  together  with  a premium  of  two 
and  one-half  per  centum  of  such  principal. 

This  note  shall  not  become  or  be  obligatory  for  any 
purpose  until  the  certificate  of  authentication  endorsed 
hereon  shall  have  been  signed  by  the  Trustee. 

United  States  Documentary  Stamps  to  the  amount 
of  $3,000  have  been  affixed  to  the  Indenture  above  men- 
tioned and  duly  cancelled,  in  lieu  of  placing  such  stamps 
upon  each  note  issued  thereunder. 

In  Witness  Whereof,  the  said  Armstrong  Cork 
Company  has  caused  its  corporate  seal  to  be  hereunto 
affixed,  and  this  note  to  be  signed  by  its  President  or 
by  a Vice  President  and  by  its  Treasurer,  or  by  an 
Assistant  Treasurer,  and  coupons  for  said  interest, 
bearing  the  fae-simile  signature  of  its  Treasurer,  to  be 
attached  hereto,  in  the  City  of  New  York,  State  of  New 
York,  the  first  day  of  January,  1921. 

Armstrong  Cork  Company, 

By 

Vice  President. 


4 


Assistant  Treasurer. 


(Form  of  Interest  Coupon.) 

135.00 

On  the  first  day  of , 19 

Armstrong  Cork  Company  will  pay  to  bearer  at  the 
office  of  the  Bankers  Trust  Company,  in  the  Borough 
of  Manhattan,  City  of  New  York,  Thirty-five  ($35.00) 
Dollars  in  gold  coin,  being  six  months’  interest  then 
due  on  its  Ten- Year  Seven  Per  Cent.  Gold  Note 
No 


Treasurer . 


Coupon  No 


(Form  of  Trustee’s  Certificate.) 

It  is  hereby  certified  that  this  note  is  one  of  the 
notes  described  in  the  Indenture  within  mentioned 
between  the  Armstrong  Cork  Company  and  the  under- 
signed as  Trustee,  dated  January  1,  1921. 

Bankers  Trust  Company, 

Trustee, 


By 

Assistant  Secretary. 

And  Whereas,  The  corporate  action  and  all  other 
acts  necessary  to  make  said  Ten-Year  Seven  Per  Cent, 
Gold  Notes,  when  certified  by  the  Trustee,  the  valid, 
binding,  legal  and  negotiable  obligations  of  the  Arm- 
strong Company  and  the  creation  and  issue  of  said 
notes  and  the  execution  and  delivery  of  this  Indenture 
have  been  in  all  respects  duly  authorized ; 


5 


Now,,  Therefore,  This  Indenture  Witnesseth  : 

That  for  the  purpose  of  securing  the  punctual  pay- 
ment of  the  principal  and  interest  of  all  of  said  issue 
of  Ten- Year  Seven  Per  Cent.  Gold  Notes  and  the  per- 
formance of  all  the  covenants  and  conditions  herein 
contained,  and  in  consideration  of  the  premises  and  of 
the  sum  of  One  Dollar  to  it  duly  paid  by  the  Trustee 
at  the  execution  of  these  presents,  the  receipt  whereof 
is  hereby  acknowledged,  the  Armstrong  Company,  the 
party  of  the  first  part,  does  by  these  presents  covenant 
and  agree  to  and  with  the  said  Trustee,  and  to  and  with 
its  successor  or  successors  in  the  trusts  hereby  created, 
for  the  benefit  and  protection  of  the  holders  of  the 
notes  to  be  issued  hereunder,  as  follows: 

ARTICLE  ONE. 

Section  1.  Every  note  issued  hereunder  shall  be 
authenticated  by  a certificate  endorsed  on  such  note 
signed  by  the  Trustee,  that  it  is  one  of  the  notes  de- 
scribed in  this  Indenture,  and  such  certificate  so  signed 
shall  be  conclusive  and  the  only  evidence  that  the  note 
upon  which  it  is  so  endorsed  is  duly  issued  hereunder 
and  entitled  to  the  benefit  and  security  hereof. 

Each  of  said  notes  shall  be  signed  by  the  President 
or  by  a Vice  President,  and  by  the  Treasurer  or  by  an 
Assistant  Treasurer  of  the  Armstrong  Company  in 
office  at  the  date  of  the  issuance  thereof,  and  shall  bear 
the  seal  of  the  Armstrong  Company.  The  interest 
coupons  attached  thereto  shall  bear  the  lithographed 
or  engraved  signature  of  the  Treasurer  of  the  Arm- 
strong Company  in  office  at  the  date  of  the  execution 
of  this  Indenture. 


6 


Upon  the  execution  of  this  Indenture,  the  Trustee 
shall  authenticate  and  deliver  to  the  Armstrong  Com- 
pany upon  the  written  order  of  the  President  or  a Vice 
President  of  the  Armstrong  Company  the  Six  Million 
($6,000,000)  Dollars  of  notes  to  be  issued  hereunder. 

Section  2.  In  case  any  note  issued  hereunder, 
with  the  coupons  thereto  belonging,  shall  be  mutilated 
or  shall  be  destroyed,  the  Armstrong  Company  may,  in 
its  discretion,  execute,  and  thereupon  the  Trustee  shall 
authenticate  and  deliver,  a new  note  with  proper 
coupons  annexed  thereto  of  like  tenor,  date  and 
number,  in  exchange  and  substitution  for,  and  upon 
cancellation  of,  the  mutilated  note  and  its  coupons,  or 
in  lieu  of  and  in  substitution  for  the  note  and  its 
coupons  so  destroyed,  but  only  upon  receipt  of  evidence 
satisfactory  to  the  Armstrong  Company  and  the  Trustee 
of  the  mutilation  or  destruction  of  such  note  and  upon 
receipt  also  of  indemnity  satisfactory  to  each  of  them. 

Section  3.  Until  the  definitive  notes  to  be  issued 
under  this  Indenture  can  be  finally  prepared  and 
executed,  the  Armstrong  Company  may  execute  and 
upon  its  request  the  Trustee  shall  authenticate  and 
deliver,  in  lieu  of  such  definitive  notes,  a temporary 
note  or  notes  of  any  denomination,  aggregating  Six 
Million  Dollars  ($6,000,000),  without  coupons,  and 
substantially  of  the  tenor  of  the  definitive  notes  to  be 
issued  hereunder,  and  such  temporary  note  or  notes 
when  so  authenticated  by  the  Trustee  shall  be  entitled 
to  all  the  security  of  the  definitive  notes  issued  here- 
under. The  holder  or  holders  of  such  temporary  note 
or  notes  shall  surrender  the  same  to  the  Armstrong 


7 


Company,  at  the  office  of  the  Trustee,  upon  receiving  at 
the  office  of  the  Trustee  in  the  Borough  of  Manhattan, 
City  of  New  York,  the  duly  executed  definitive  notes  to 
"be  issued  therefor.  Any  interest  paid  on  any  temporary 
note  shall  be  noted  in  writing  thereon. 


ARTICLE  TWO. 

The  Armstrong  Company  covenants: 

Section  1.  That  it  will  duly  and  punctually  pay 
the  principal  and  interest  of  every  note  issued  here- 
under wThen  and  as  the  same  shall  become  due  and  pay- 
able, without  deduction  of  any  Federal  income  tax  (not 
exceeding  the  present  rate  of  two  (2)  per  centum  per 
annum  upon  such  interest)  imposed  by  any  present  or 
future  law  of  the  United  States  of  America,  which  the 
Armstrong  Company  may  be  required  to  pay,  deduct  or 
retain  from  said  interest  payments,  and  the  said  pay- 
ments of  principal  and  interest  by  the  Armstrong  Com- 
pany shall  also  be  made  without  deduction  of  any  tax 
imposed  by  the  State  of  Pennsylvania  upon  the  owner- 
ship of  any  of  said  notes  (not  exceeding  the  present 
rate  of  four  (4)  mills  annually  upon  each  dollar  of 
value  thereof)  which  the  Armstrong  Company  may  be 
required  to  pay,  deduct  or  retain  from  said  interest 
payments,  under  any  present  or  future  law  of  said 
State.  The  interest  on  said  notes  shall  be  payable  only 
upon  the  presentation  and  surrender  of  the  several 
coupons  for  such  interest  as  they  respectively  mature. 

Section  2.  Until  the  principal  and  interest  of  all 
of  said  notes  shall  have  been  fully  paid  (1)  that  it,  the 


Armstrong  Company,  and  its  subsidiary  companies, 
will,  each  of  them,  perform  every  act  necessary  to  main- 
tain their  respective  corporate  organizations,  and  will 
neither  do  nor  omit  to  be  done  anything  necessary  to 
that  end,  nor  will  they  or  either  of  them  do  or  omit  to 
be  done  anything  that  will  cause  a forfeiture  of  any  of 
their  franchises  or  property;  this  provision,  however, 
shall  not  be  construed  to  require  the  Armstrong  Com- 
pany to  maintain  any  subsidiary  company  the  main- 
tenance of  which  it  shall  not  deem  essential  or  proper 
in  the  conduct  of  its  business:  (2)  that  it,  the  Arm- 
strong Company,  and  its  several  subsidiary  companies, 
will  each  of  them  punctually  pay  and  discharge  all 
taxes,  assessments  and  governmental  charges  lawfully 
imposed  upon  such  company,  its  property,  income  or 
business:  (3)  that  it,  the  Armstrong  Company,  and  the 
several  subsidiary  companies,  will  duly  and  punctually 
pay  and  discharge  all  lawful  claims  and  demands  of 
mechanics,  laborers  and  others  which  if  unpaid  might 
by  law  become  liens  or  charges  upon  or  against  the 
property  of  such  company. 

Neither  the  Armstrong  Company,  nor  any  of  said 
companies  aforesaid,  shall  be  required  to  pay  any  such 
tax,  assessment,  governmental  charge,  lien  or  claim,  so 
long  as  the  validity  thereof  shall  in  good  faith  be  con- 
tested, unless  such  payment  be  necessary  to  prevent 
forfeiture  or  loss  of  a substantial  part  of  its  property. 

Section  3.  That  it,  the  Armstrong  Company,  will 
at  all  times,  while  any  of  said  Ten-Year  Seven  Per  Cent. 
Gold  Notes  are  outstanding  and  unpaid,  maintain  cur- 
rent assets  (as  hereinafter  defined)  at  least  equal  to 
one  and  one-fourth  times  its  total  indebtedness, 


9 


including  the  amount  of  all  notes  issued  hereunder  then 
outstanding.  In  ascertaining  the  current  assets  and 
indebtedness  of  the  Armstrong  Company,  there  shall  be 
included  as  such  current  assets  and  indebtedness,  the 
current  assets  and  indebtedness  of  all  subsidiary  com- 
panies, and  the  term  “subsidiary  companies,”  or 
equivalent  expression,  as  used  in  this  Indenture,  is 
defined  to  mean  all  companies,  all  of  the  stock  of  which 
is  owned,  directly  or  indirectly,  by  the  Armstrong 
Company.  The  term  “current  assets”  is  defined  to 
mean  cash,  good  bills  and  accounts  receivable,  materials 
for  use  in  carrying  on  the  business  of  the  Armstrong 
Company  and  its  subsidiary  companies,  and  stock 
finished  and  in  process  of  manufacture.  In  ascertaining 
the  value  of  materials  and  of  stock  finished  and  un- 
finished, the  same  shall  be  reckoned  at  cost  unless  the 
market  value  thereof  be  less  than  cost,  in  which  event 
the  same  shall  be  reckoned  at  market  value. 

Section  4.  Until  all  of  said  notes  and  coupons 
are  paid,  or  the  moneys  for  the  payment  thereof  de- 
posited with  the  Trustee,  the  Armstrong  Company 
agrees  that  it  will  not  make,  or  permit  to  be  made  or 
to  exist,  any  mortgage  on  any  of  its  real  property  or 
plants,  or  on  any  of  the  real  property  or  plants  of  any 
of  its  subsidiary  companies  (except  an  existing  mort- 
gage of  approximately  $25,000.00  on  its  plant  at  Oak- 
dale, Pennsylvania,  and  except  an  existing  mortgage  of 
approximately  $50,000.00  on  property  of  the  Armstrong 
Development  Company),  but  this  provision  shall  not 
apply  to,  or  prevent  the  future  purchase  by  the  Arm- 
strong Company,  or  by  any  subsidiary  company,  of 
property  subject  to  a mortgage  or  mortgages,  or  the 


10 


creation  of  one  or  more  purchase  money  mortgages  upon 
any  property  which  may  hereafter  be  purchased  by  the 
Armstrong  Company,  or  by  any  subsidiary  company. 

Section  5.  The  Armstrong  Company  will  at  all 
reasonable  times,  at  least  annually,  when  requested  by 
the  Trustee,  furnish  to  the  Trustee  statements  showing 
the  liabilities  of  the  Armstrong  Company  and  its  cur- 
rent assets  (including  in  both  cases  its  subsidiary  com- 
panies), ascertained  in  the  manner  hereinbefore  pro- 
vided, which  statements  shall  be  verified  by  the  affidavit 
of  the  chief  accounting  officer  and  the  President  or  a 
Vice  President  of  the  Armstrong  Company.  The  Arm- 
strong Company  will  also  at  all  reasonable  times  furnish 
to  the  Trustee  any  and  all  other  information  which  may 
be  requested  by  the  Trustee,  and  reasonably  required. 


ARTICLE  THREE. 

Section  1.  All  or  any  of  the  notes  issued  here- 
under may  be  redeemed  by  the  Armstrong  Company, 
from  time  to  time,  on  any  semi-annual  interest-paving 
date,  prior  to  maturity,  upon  notice  to  be  given  as 
hereinafter  provided,  by  payment  of  the  unpaid  accrued 
interest  and  the  principal  thereof,  together  with  a 
premium  of  two  and  one-half  per  centum  of  such 
principal. 

Notice  of  the  election  of  the  Armstrong  Company 
to  redeem  such  notes  shall  be  given  by  publication 
thereof  at  least  once  in  each  week,  for  three  successive 
weeks,  in  a daily  newspaper  published  in  the  City  of 

11 


OF  ILL  LI3. 


New  York,  New  York,  and  in  a daily  newspaper  pub- 
lished in  the  City  of  Pittsburgh,  Pennsylvania,  the  first 
publication  to  be  made  at  least  sixty  (60)  days,  and 
not  more  than  ninety  (90)  days,  before  said  redemp- 
tion date.  In  case  less  than  all  the  notes  are  to  be  re- 
deemed, the  notes  to  be  redeemed  shall  be  drawn  by  lot 
by  the  Armstrong  Company,  at  least  sixty  (60)  days 
before  the  date  of  redemption,  in  the  presence  of  the 
President  or  of  any  Vice  President  or  of  any  other 
executive  officer  for  the  time  being  of  the  Trustee,  and 
such  notice  shall  state  the  numbers  of  the  notes  so  drawn 
for  redemption. 

Section  2.  The  Armstrong  Company  shall  deposit 
with  the  Trustee,  on  or  before  the  date  of  redemption 
specified  in  said  notice,  proof  that  said  notice  of  redemp- 
tion has  been  given  by  publication  in  the  manner  afore- 
said, and  cash  to  the  face  amount  of  the  principal  of 
the  notes  called  for  redemption,  together  with  the  unpaid 
accrued  interest  on  such  notes  to  the  date  fixed  for  re- 
demption, plus  a premium  of  two  and  one-half  per 
centum  of  the  principal  of  such  notes.  Provided  such 
deposit  shall  have  been  made  and  notice  by  publication 
given  as  aforesaid,  all  interest  on  the  notes  so  called 
for  redemption  shall  cease  on  the  date  of  redemption 
in  said  notice  specified,  and  each  such  note  so  called  for 
redemption  and  all  accrued  interest  thereon,  so  far  as 
respects  the  security  hereof,  shall  be  deemed  to  have 
been  paid  and  discharged  on  said  date  and  shall  cease 
to  be  secured  by  this  Indenture,  and  shall  be  deemed 
to  be  no  longer  outstanding  hereunder ; and  all  coupons 
appertaining  to  any  such  notes  maturing  after  the  date 
specified  for  such  redemption  shall  be  null  and  void,  and 


12 


every  holder  of  such  notes  thereafter  shall  be  entitled 
to  look  for  payment  thereof  only  to  the  Trustee,  which 
shall  be  liable  only  in  respect  of  the  sum  deposited  with 
it  to  meet  such  notes  and  said  coupons  representing 
unpaid  interest  accrued  to  said  redemption  date.  The 
Trustee  shall  hold  all  money  so  deposited  with  it  on 
special  trust  for  the  holders  of  said  notes  and  said 
coupons  representing  unpaid  interest  accrued  to  said 
redemption  date,  respectively. 

On  and  after  the  date  of  payment  designated  in 
such  notice  the  Trustee  shall  take  up  and  pay,  at  the 
rate  aforesaid,  out  of  the  money  deposited  with  it  for 
such  purpose,  the  notes  that  shall  have,  been  designated 
as  aforesaid  for  redemption.  Such  payment  of  the  sum 
payable  for  principal  and  premium  of  each  note  drawn 
for  redemption  shall  be  made  to  the  bearer  thereof,  but 
in  no  case  except  upon  surrender  of  such  note  and  all 
the  coupons  for  interest  thereon  not  due  at  the  date  of 
redemption  designated  in  such  notice.  All  interest  in- 
stallments which  shall  have  matured  on  or  prior  to  the 
date  of  redemption  designated  in  such  notice  shall  con- 
tinue to  be  payable  out  of  said  sum  deposited  with  the 
Trustee,  to  the  bearers,  severally  and  respectively,  of 
the  coupons  for  such  installments. 

All  notes  redeemed,  with  the  coupons  for  all  in- 
terest maturing  after  the  date  fixed  for  the  redemption 
thereof,  taken  up  and  paid  by  the  Trustee  by  the  use 
of  the  money  deposited  by  the  Armstrong  Company  as 
aforesaid,  shall  be  cancelled  by  the  Trustee  and  returned 
to  the  Armstrong  Company  and  shall  not  again  be  issued 
or  used. 


13 


Whenever  the  said  amount  necessary  to  redeem  all 
outstanding  notes  shall  have  been  so  deposited  with  the 
Trustee,  together  with  proof  satisfactory  to  the  Trustee 
that  said  notice  of  redemption  has  been  given  by  pub- 
lication, the  Trustee  shall  execute,  acknowledge  and  de- 
liver to  the  Armstrong  Company  a proper  instrument 
evidencing  the  satisfaction  and  discharge  of  this  In- 
denture and  of  all  obligations  and  liability  of  the  Arm- 
strong Company  hereunder. 


ARTICLE  FOUR. 

Section  1.  In  case  the  Armstrong  Company  shall 
make  default  (1)  in  the  payment  of  any  installment 
of  interest  on  any  of  said  notes,  and  such  default  shall 
continue  for  a period  of  30  days,  or,  (2)  in  the  per- 
formance of  any  other  of  its  covenants  herein  contained 
and  any  such  last-mentioned  default  shall  continue  for 
a period  of  30  days  after  written  notice  from  the  Trustee 
to  the  Armstrong  Company,  specifying  wherein  such 
default  consists,  then  and  in  any  such  event  the  Trustee 
may,  and  if  requested  in  writing  by  the  holders  of 
twenty-five  per  cent,  in  amount  of  the  notes  hereby 
secured,  shall  declare  the  whole  of  the  principal  of  the 
notes  then  outstanding  hereunder  to  be  forthwith  due 
and  payable,  and  thereupon  the  same  shall  become  due 
and  payable,  together  with  the  accrued  interest  thereon. 

Section  2.  The  Armstrong  Company  covenants 
that  when  the  principal  of  all  the  notes  issued  hereunder 
shall  have  become  payable,  whether  by  the  maturity  of 
said  notes  or  by  declaration  as  authorized  by  this 


14 


Indenture,  then  upon  demand  of  the  Trustee  the  Arm- 
strong Company  will  pay  to  the  Trustee,  for  the  benefit 
of  the  holders  of  the  notes  and  coupons  hereby  secured 
and  then  outstanding,  the  whole  amount  due  and  pay- 
able on  all  such  notes  and  coupons  for  interest  or  prin- 
cipal, or  both,  as  the  case  may  be,  with  interest  at  the 
rate  of  seven  per  cent,  per  annum  upon  the  overdue 
principal  and  installments  of  interest;  and  in  case  the 
Armstrong  Company  shall  fail  to  pay  the  same  forth- 
with upon  such  demand  the  Trustee,  in  its  own  name 
and  as  Trustee  of  an  express  trust,  shall  be  entitled  to 
recover  judgment  for  the  whole  amount  so  due  and 
unpaid. 

The  right  of  the  Trustee  to  recover  such  judgment 
shall  not  be  affected  by  the  exercise  of  any  other  right, 
power  or  remedy  for  the  enforcement  of  any  of  the 
provisions  of  this  Indenture. 

Any  moneys  collected  by  the  Trustee  under  this 
section,  after  deducting  the  proper  expenses  and  charges 
of  the  Trustee,  shall  be  applied  by  the  Trustee  towards 
payment  of  the  amount  then  due  and  unpaid  upon  the 
notes  and  coupons  in  respect  of  which  such  moneys 
shall  have  been  collected,  ratably  and  without  prefer- 
ence or  priority  of  any  kind,  according  to  the  amounts 
due  and  payable  upon  such  notes  and  coupons,  respec- 
tively, for  principal  or  interest,  with  interest  on  the 
overdue  principal  and  installments  of  interest  at  the 
rate  of  seven  per  cent,  per  annum  at  the  date  fixed  by 
the  Trustee  for  the  distribution  of  such  moneys,  upon 
presentation  of  the  several  notes  and  the  coupons 
thereto  belonging,  and  stamping  thereon  such  payment, 


15 


if  only  partially  paid,  and  upon  surrender  thereof  if 
fully  paid. 

Section  3.  No  holder  of  any  note  or  coupon 
issued  hereunder  shall  have  any  right  to  institute  any 
suit,  action  or  proceeding  in  equity  or  at  law  for  the 
execution  of  any  trust  hereunder  or  for  the  appoint- 
ment of  a receiver  or  for  any  other  remedy  hereunder, 
unless  such  holder  previously  shall  have  given  to  the 
Trustee  written  notice  of  such  default  and  the  continu- 
ance thereof ; nor  unless  also  the  holders  of  twenty-five 
per  cent,  in  amount  of  the  notes  issued  hereunder  and 
then  outstanding  shall  have  made  written  request  upon 
the  Trustee  and  shall  have  offered  to  it  a reasonable 
opportunity  to  institute  such  action,  suit  or  proceed- 
ing in  its  own  name;  nor  unless  also  they  shall  have 
offered  to  the  Trustee  adequate  security  and  indemnity 
against  the  costs,  expenses  and  liabilities  to  be  incurred 
therein  and  thereby ; and  such  notification,  request  and 
offer  of  indemnity  are  hereby  declared  in  every  such 
case,  at  the  option  of  the  Trustee,  to  be  conditions 
precedent  to  the  execution  of  the  powers  and  trusts  of 
this  Indenture. 

All  rights  of  action  under  this  Indenture,  or  under 
any  of  said  notes,  by  the  Trustee  may  be  enforced  with- 
out the  possession  of  any  such  notes,  or  the  production 
thereof  on  the  trial  or  other  proceedings  relative 
thereto,  and  any  such  suit  or  proceedings  instituted  by 
the  Trustee  shall  be  brought  in  its  name  as  Trustee, 
and  any  recovery  of  judgment  shall  be  for  the  ratable 
benefit  of  the  holders  of  said  notes. 


16 


ARTICLE  FIVE. 


Section  1.  The  Armstrong  Company  shall  have 
the  right,  at  any  time,  to  deposit  with  the  Trustee  the 
amount  payable  for  principal  and  unpaid  interest  to 
date  of  maturity  upon  all  of  said  notes,  and  thereupon 
the  notes  and  interest  coupons  for  the  payment  of  which 
provision  has  thus  been  made  shall  be  treated  as  paid 
for  the  purposes  of  this  Indenture,  so  far  as  any  liability 
of  the  Armstrong  Company  thereon  or  hereunder  is 
concerned.  The  Trustee  shall  hold  all  deposited  moneys 
on  special  trust  for  the  holders  of  said  notes  and  interest 
coupons,  respectively.  When  the  money  required  for 
the  payment  of  the  principal  and  interest  of  all  of  the 
notes  issued  hereunder  shall  have  been  deposited  with 
the  Trustee  by  the  Armstrong  Company  all  rights  of 
the  Trustee  and  of  the  noteholders  hereunder  or  under 
such  notes  and  coupons  as  against  the  Armstrong  Com- 
pany shall  cease  and  determine,  and  the  Trustee,  in 
such  event,  shall  execute,  acknowledge  and  deliver  to 
the  Armstrong  Company  a proper  instrument  evidenc- 
ing the  satisfaction  and  discharge  of  this  Indenture  and 
of  all  obligations  and  liability  of  the  Armstrong  Com- 
pany hereunder. 

Section  2.  As  notes  and  coupons  issued  here- 
under are  paid  the  same  shall  be  cancelled  by  the  Trustee 
and  so  certified  to  the  Armstrong  Company  by  it,  and 
the  cancelled  notes  and  coupons  shall  be  surrendered 
to,  and  may  be  destroyed  by,  the  Armstrong  Company. 
The  certificate  of  the  Trustee  certifying  such  cancella- 
tion shall  be  full  proof  to  any  succeeding  Trustee  of 
the  payment  of  the  notes  and  coupons  recited  in  such 
certificate. 


17 


Section  3.  No  officer,  director  or  stockholder  of 
the  Armstrong  Company  shall  be  personally  liable  for 
any  part  of  the  debt  secured  hereby. 


ARTICLE  SIX. 

Any  request,  direction,  or  other  instrument  re- 
quired by  this  Indenture  to  be  signed  and  executed  by 
noteholders,  may  be  in  any  number  of  concurrent 
writings  of  similar  tenor,  and  may  be  signed  or  executed 
by  such  noteholders  in  person  or  by  agent  appointed 
in  writing.  Proof  of  the  execution  of  any  such  request, 
direction,  or  other  instrument,  or  of  the  writing  ap- 
pointing any  such  agent,  and  of  the  ownership  of  notes, 
if  made  in  the  following  manner,  shall  be  sufficient  for 
any  purpose  of  this  Indenture,  and  shall  be  conclusive 
in  favor  of  the  Trustee  with  regard  to  any  action  by  it 
taken  under  such  request. 

The  fact  and  date  of  the  execution  by  any  person 
of  any  such  writing  may  be  proved  by  the  certificate 
of  any  officer  in  any  jurisdiction,  who  by  the  laws 
thereof  has  power  to  take  acknowledgments  within  said 
jurisdiction,  that  the  person  signing  such  writing,  ac- 
knowledged before  him  the  execution  thereof;  or  by  an 
affidavit  of  a witness  of  such  execution. 

The  fact  of  the  holding  of  notes  by  any  noteholder, 
and  the  amount  and  issue  number  of  any  such  notes, 
and  the  date  of  his  holding  the  same,  may  be  proved 
by  a certificate  executed  by  any  trust  company,  bank  or 
bankers,  if  such  certificate  shall  be  deemed  by  the 


18 


Trustee  to  be  satisfactory,  showing  that  at  the  date 
therein  mentioned  such  person  had  on  deposit  with  such 
trust  company,  bank  or  bankers,  the  notes  described  in 
such  certificate. 


ARTICLE  SEVEN. 

Section  1.  The  Trustee,  for  itself  and  its  suc- 
cessors, hereby  accepts  the  trusts  and  assumes  the  duties 
herein  created  and  imposed  upon  it,  but  only  upon  the 
following  terms  and  conditions,  to  wit : 

(a)  The  Trustee  shall  be  protected  in  acting  upon 
any  notice,  request,  consent,  certificate,  note  or  other 
paper  or  document  believed  by  it  to  be  genuine,  or  to 
have  been  signed  by  the  proper  party,  or  to  have  been 
duly  authorized. 

(b)  The  Trustee  shall  not  be  obliged  to  take 
notice  of  any  default  on  the  part  of  the  Armstrong  Com- 
pany unless  it  has  received  written  notice  thereof, 
signed  by  the  holders  of  at  least  twenty-five  per  cent, 
in  amount  of  the  notes  outstanding  hereunder. 

(c)  The  Trustee  shall  not  be  under  any  responsi- 
bility or  duty  with  respect  to  the  disposition  of  the 
notes  hereby  secured  or  their  proceeds. 

(d)  The  Trustee  may  select  and  employ  in  and 
about  the  execution  of  this  trust  suitable  agents  and 
attorneys,  whose  reasonable  compensation  shall  be  paid 
to  the  Trustee  by  the  Armstrong  Company,  or  in  default 
of  such  payment  shall  be  a charge  upon  any  funds  com- 
ing into  its  hands  under  this  Indenture  paramount  to 
said  notes  and  coupons.  The  Trustee  shall  be  protected 
on  account  of  any  action  or  non-action  under  this 


19 


Indenture  in  good  faith  by  it  in  accordance  with  the 
opinion  of  legal  counsel.  The  Trustee,  save  for  its 
gross  negligence  or  wilful  default,  shall  not  be  person- 
ally liable  for  any  loss  or  damage. 

(e)  The  Trustee  shall  have  a first  lien  upon  any 
funds  coming  into  its  hands  under  this  Indenture  for 
its  reasonable  expenses,  counsel  fees  and  compensation 
for  its  services  as  Trustee,  and  any  liability  incurred 
by  reason  of  the  trust  hereby  created  and  the  exercise 
and  performance  of  its  powers  and  duties  hereunder. 

(f)  The  Trustee  shall  be  under  no  obligation  or 
duty  to  perform  any  act  hereunder,  or  defend  any  suit 
in  respect  hereof  unless  reasonably  indemnified  against 
all  expense  and  liability.  Excepting  as  herein  other- 
wise expressly  provided,  the  Trustee  shall  not  be  bound 
to  recognize  any  person  as  a noteholder  unless  nor  until 
his  notes  are  submitted  to  the  Trustee  for  inspection, 
if  required,  and  his  title  satisfactorily  established,  if 
disputed. 

(g)  The  Trustee,  or  any  successor  or  successors 
hereafter  appointed,  may  resign  and  be  discharged  from 
the  trust  hereby  created  by  written  notice  thereof  to 
the  Armstrong  Company  and  by  publication  at  least 
once  in  each  week  for  three  successive  weeks  in  a daily 
newspaper  of  general  circulation  published  in  the  City 
of  Pittsburgh,  State  of  Pennsylvania,  and  a like  daily 
newspaper  published  in  the  Borough  of  Manhattan,  City 
of  New  York. 

(h)  The  recital  of  facts  herein  and  in  said  notes 
contained  shall  be  taken  as  statements  made  by  the 
Armstrong  Company  and  shall  mot  be  construed  as 
made  by  the  Trustee. 


20 


The  Trustee  shall  not  be  responsible  for  the 
validity  of  this  Indenture  or  of  any  notes  issued  here- 
under or  for  the  performance  of  any  covenant  or  agree- 
ment herein  provided  to  be  kept  by  the  Armstrong 
Company. 

(i)  In  any  case  in  which  it  shall  become  neces- 
sary for  the  Trustee  to  act  or  to  refrain  from  acting 
upon  the  existence  or  non-existence  of  any  fact,  it  shall 
be  protected  in  acting  upon  the  certificate  of  the  Arm- 
strong Company,  signed  by  its  President  or  Vice  Presi- 
dent and  its  Secretary,  Assistant  Secretary,  Treasurer 
or  Assistant  Treasurer,  as  to  the  existence  or  non- 
existence of  any  such  fact. 

(j)  The  Trustee  may  acquire,  hold,  own  and  deal 
in  notes  issued  hereunder  with  the  same  rights  which 
it  might  have  if  not  Trustee. 

Section  2.  In  case  at  any  time  the  Trustee,  or  any 
Trustee  hereafter  appointed,  shall  resign  or  shall  'be- 
come incapable  of  acting,  a successor  may  be  appointed 
by  the  holders  of  a majority  in  amount  of  the  notes 
hereby  secured  then  outstanding  by  an  instrument  or 
concurrent  instruments  signed  by  such  noteholders  or 
their  attorneys  in  fact,  duly  authorized ; provided, 
nevertheless,  and  it  is  hereby  agreed  and  declared  that 
in  case  at  any  time  there  shall  be  a vacancy  in  the  office 
of  Trustee  hereunder,  the  Armstrong  Company,  by  an 
instrument  executed  by  order  of  its  Board  of  Directors, 
may  appoint  a Trustee  to  fill  such  vacancy  until  a new 
Trustee  shall  be  appointed  by  the  noteholders  herein 
authorized.  The  Armstrong  Company  shall  publish 
notice  of  any  such  appointment  by  it  made  once  in  each 
week  for  three  successive  weeks  in  a daily  news- 


21 


paper  of  general  circulation  published  in  the  City  of 
Pittsburgh,  Pennsylvania,  and  in  a like  daily  newspaper 
published  in  the  Borough  of  Manhattan,  City  of  New 
York. 

At  any  time  within  three  months  from  the  date  of 
the  last  publication  of  such  notice,  but  not  thereafter, 
the  holder  or  holders  of  a majority  in  amount  of  the 
notes  then  outstanding,  if  for  any  reason  dissatisfied 
with  the  Trustee  so  appointed  by  the  Armstrong  Com- 
pany, may,  in  the  manner  hereinbefore  provided,  ap- 
point a new  Trustee. 

Until  the  appointment  of  a successor,  the  Trustee 
appointed  by  the  Armstrong  Company  shall  be  vested 
with  all  the  powers  conferred  upon  the  Trustee  herein 
specifically  named. 

Any  new  Trustee  appointed  hereunder  shall 
execute,  acknowledge  and  deliver  to  the  Trustee  last  in 
office  and  also  to  the  Armstrong  Company  an  instru- 
ment accepting  such  appointment  hereunder,  and  there- 
upon such  new  Trustee,  without  any  further  act  or  deed, 
shall  become  vested  with  all  the  rights,  powers,  trusts, 
duties  and  obligations  of  its  predecessors  in  trust  here- 
under, with  like  effect  as  if  originally  named  as  Trustee 
herein. 

In  Witness  Whereof,  Armstrong  Cork  Company, 
party  of  the  first  part,  and  Bankers  Trust  Company, 
Trustee,  party  of  the  second  part,  have  hereunto  caused 
their  corporate  seals  to  be  affixed  to  an  original  and 
duplicate  hereof,  duly  attested  by  their  respective  sec- 


22 


retaries  or  assistant  secretaries,  and  this  Indenture  to 
be  signed  by  their  respective  presidents  or  vice  presi- 
dents in  the  City  of  New  York,  State  of  New  York,  this 
first  day  of  January,  1921. 

Armstrong  Cork  Company, 


By  C.  Dudley  Armstrong, 
Vice  President. 


[corporate  seal] 


Attest : 

T.  A.  Standish, 

Assistant  Secretary. 


Bankers  Trust  Company,  Trustee, 


By  H.  F.  Wilson,  Jr., 

Vice  President. 


[CORPORATE  SEAL] 


Attest : 

R.  G.  Page, 
Secretary . 


U.  S.  Documentary  Stamps  for  $3,000  affixed  to 
the  original  indenture  and  cancelled. 


23 


State  of  New  York , 
County  of  New  York , 


ss: 


On  this  3rd  day  of  January,  1921,  before  me  per- 
sonally came  C.  Dudley  Armstrong,  to  me  known,  who, 
being  by  me  duly  sworn,  did  depose  and  say  that  he 
resides  in  Pittsburgh,  Pa. ; that  he  is  the  Vice  Presi- 
dent of  Armstrong  Cork  Company,  the  corporation 
described  in  and  which  executed  the  above  instrument; 
that  he  knows  the  seal  of  said  corporation;  that  the 
seal  affixed  to  the  said  instrument  is  such  corporate 
seal;  that  it  was  so  affixed  by  order  of  the  Board  of 
Directors  of  said  corporation,  and  that  he  signed  his 
name  thereto  by  like  order. 

W.  C.  Betts, 

[notarial  seal]  Notary  Public, 

New  York  County. 


Clerk’s  No.  525,  Register’s  No.  1570. 
Commission  expires  March  30,  1921. 


24 


State  of  New  York,  ) . 

County  of  New  York,  ) 

On  this  3rd  day  of  January,  1921,  before  me  per- 
sonally came  H.  F.  Wilson,  Jr.,  to  me  known,  who, 
being  by  me  duly  sworn,  did  depose  and  say  that  he 
resides  in  Upper  Montclair,  N.  J. ; that  he  is  one  of 
the  Vice  Presidents  of  Bankers  Trust  Company,  the 
corporation  described  in  and  which  executed  the  above 
instrument ; that  he  knows  the  seal  of  said  corporation ; 
that  the  seal  affixed  to  the  said  instrument  is  such  cor- 
porate seal ; that  it  was  so  affixed  by  order  of  the  Board 
of  Directors  of  said  corporation,  and  that  he  signed  his 
name  thereto  by  like  order. 

W.  C.  Betts, 

[notarial  seal]  Notary  Public, 

New  York  County , 

Clerk’s  No.  525,  Register’s  No.  1570. 

Commission  expires  March  30,  1921. 


25 


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